0001309402-18-000098 Sample Contracts

SECOND LIEN DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT
Green Plains Inc. • May 7th, 2018 • Industrial organic chemicals

THIS SECOND LIEN DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT (this “Deed of Trust”) is made as of April 5, 2018 by and among Green Plains Ord LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Grantor”), having an address at 1811 Aksarben Drive, Omaha, NE 68106, to Fidelity National Title Insurance Company (“Trustee”), having an address at 11600 College Boulevard, Suite 205, Overland Park, Kansas 66210, for the benefit of BNP PARIBAS (“BNPP”), as Pari Passu Agent (as hereinafter defined), having an address at 787 Seventh Avenue, New York, New York 10019 (BNPP, in such capacity, together with its successors and assigns, “Beneficiary”).

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SECOND LIEN MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT (Maximum Indebtedness Not to Exceed $850,000,000.00)
Security Agreement and Fixture Filing Statement • May 7th, 2018 • Green Plains Inc. • Industrial organic chemicals

THIS SECOND LIEN MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT (this “Mortgage”) is made as of April 5, 2018 by Green Plains Holdings II LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Mortgagor”), having an address at 1811 Aksarben Drive, Omaha, NE 68106, to BNP PARIBAS (“BNPP”), as Pari Passu Agent (as hereinafter defined), having an address at 787 Seventh Avenue, New York, New York 10019 (BNPP, in such capacity, together with its successors and assigns, “Mortgagee”).

SECOND LIEN MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT
Security Agreement and Fixture Filing Statement • May 7th, 2018 • Green Plains Inc. • Industrial organic chemicals

This mortgage contains after-acquired property provisions and constitutes a fixture financing statement under the Minnesota Uniform Commercial Code.

FIRST LIEN MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT
Security Agreement and Fixture Filing Statement • May 7th, 2018 • Green Plains Inc. • Industrial organic chemicals

This mortgage contains after-acquired property provisions and constitutes a fixture financing statement under the Alabama Uniform Commercial Code.

FIRST LIEN DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT
Security Agreement and Fixture Filing Statement • May 7th, 2018 • Green Plains Inc. • Industrial organic chemicals

THIS FIRST LIEN DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT (this “Deed of Trust”) is made as of April 5, 2018 by and among Green Plains Atkinson LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Grantor”), having an address at 1811 Aksarben Drive, Omaha, NE 68106, to Fidelity National Title Insurance Company (“Trustee”), having an address at 11600 College Boulevard, Suite 205, Overland Park, KS 66210, for the benefit of BNP PARIBAS (“BNPP”), as Agent (as hereinafter defined), having an address at 787 Seventh Avenue, New York, New York 10019 (BNPP, in such capacity, together with its successors and assigns, “Beneficiary”).

FIRST LIEN MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT
Security Agreement and Fixture Filing Statement • May 7th, 2018 • Green Plains Inc. • Industrial organic chemicals

THIS MORTGAGE CONTAINS AFTER-ACQUIRED PROPERTY AND CONSTITUTES A SECURITY INSTRUMENT AND IS A CONTINUOUSLY PERFECTED FIXTURE FILING WHEN FILED OF RECORD IN THE OFFICE OF THE RECORDER OF POSEY COUNTY, INDIANA, PURSUANT TO IND. CODE 26-1-9.1-502 AND 26-1-9.1-515, AND THE TERMS AND PROVISIONS HEREOF.

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • May 7th, 2018 • Green Plains Inc. • Industrial organic chemicals

This Second Amendment to Second Amended and Restated Security Agreement (the “Amendment”) is made this 13th day of April, 2018 by and among Green Plains Commodity Management LLC, a limited liability company formed under the laws of the State of Delaware (“GPCM”), and each Person joined as a Debtor thereto from time to time (each a “Debtor”, and collectively “Debtors”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).

SECOND LIEN LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT
Security Agreement and Fixture Filing Statement • May 7th, 2018 • Green Plains Inc. • Industrial organic chemicals

This mortgage contains after-acquired property provisions and constitutes a fixture financing statement under the Illinois Uniform Commercial Code.

SECOND LIEN MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT
Security Agreement and Fixture Filing Statement • May 7th, 2018 • Green Plains Inc. • Industrial organic chemicals

THIS MORTGAGE CONTAINS AFTER-ACQUIRED PROPERTY AND CONSTITUTES A SECURITY INSTRUMENT AND IS A CONTINUOUSLY PERFECTED FIXTURE FILING WHEN FILED OF RECORD IN THE OFFICE OF THE RECORDER OF WELLS COUNTY, INDIANA, PURSUANT TO IND. CODE 26-1-9.1-502 AND 26-1-9.1-515, AND THE TERMS AND PROVISIONS HEREOF.

SECOND LIEN MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT
Security Agreement and Fixture Filing Statement • May 7th, 2018 • Green Plains Inc. • Industrial organic chemicals

This mortgage contains after-acquired property provisions and constitutes a fixture financing statement under the Illinois Uniform Commercial Code.

FIRST LIEN MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT
Security Agreement and Fixture Filing Statement • May 7th, 2018 • Green Plains Inc. • Industrial organic chemicals

This mortgage contains after-acquired property provisions and constitutes a fixture financing statement under the Illinois Uniform Commercial Code.

SECOND LIEN DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT
Green Plains Inc. • May 7th, 2018 • Industrial organic chemicals

Location:2098 McDonald Road Municipality:Rives County:Obion State:Tennessee Parcel ID No.:113-018.01 Legal Description:See Exhibit A attached.

MORTGAGE
Security Agreement and Fixture Filing Statement • May 7th, 2018 • Green Plains Inc. • Industrial organic chemicals

This mortgage contains after-acquired property provisions and constitutes a fixture financing statement under the Michigan Uniform Commercial Code.

FIRST LIEN DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT
Security Agreement and Fixture Filing Statement • May 7th, 2018 • Green Plains Inc. • Industrial organic chemicals

This deed of trust contains after-acquired property provisions and constitutes a fixture financing statement under the Virginia Uniform Commercial Code.

FIRST LIEN INDEMNITY DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT
Security Agreement and Fixture Filing Statement • May 7th, 2018 • Green Plains Inc. • Industrial organic chemicals

This deed of trust contains after-acquired property provisions and constitutes a fixture financing statement under the Maryland Uniform Commercial Code.

FIRST LIEN MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT
Security Agreement and Fixture Filing Statement • May 7th, 2018 • Green Plains Inc. • Industrial organic chemicals

THIS MORTGAGE CONTAINS AFTER-ACQUIRED PROPERTY AND CONSTITUTES A SECURITY INSTRUMENT AND IS A CONTINUOUSLY PERFECTED FIXTURE FILING WHEN FILED OF RECORD IN THE OFFICE OF THE RECORDER OF WELLS COUNTY, INDIANA, PURSUANT TO IND. CODE 26-1-9.1-502 AND 26-1-9.1-515, AND THE TERMS AND PROVISIONS HEREOF.

PERFORMANCE SHARE UNIT AGREEMENT
Performance Share Unit Agreement • May 7th, 2018 • Green Plains Inc. • Industrial organic chemicals • Iowa

This Performance Share Unit Agreement (the “Agreement”) is made this ___ day of ____, 20__ to _______________ (the “Grantee”) and evidences the grant by Green Plains Inc. (the “Company”) of a Performance Share Unit Award (the “Award”) to the Grantee on the date hereof (the “Date of Grant”) pursuant to the Company’s 2009 Equity Incentive Plan (the “Plan”). By accepting the Award, the Grantee agrees to be bound in accordance with the provisions of this Agreement and the Plan. Capitalized terms used but not defined herein shall have the same meaning as in the Plan.

FIRST LIEN DEED OF TRUST ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT
Security Agreement and Fixture Filing Statement • May 7th, 2018 • Green Plains Inc. • Industrial organic chemicals • California

This deed of trust contains after-acquired property provisions and constitutes a fixture filing under the California Uniform Commercial Code (“UCC”).

SECOND LIEN DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT
Green Plains Inc. • May 7th, 2018 • Industrial organic chemicals

This deed of trust contains after-acquired property provisions and constitutes a fixture financing statement under the Virginia Uniform Commercial Code.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • May 7th, 2018 • Green Plains Inc. • Industrial organic chemicals • Nebraska

This Amendment to Employment Agreement (this “Agreement”) is effective as of the March 27, 2018, by and between GREEN PLAINS INC., an Iowa corporation (the “Company”), and TODD BECKER, an individual (“Executive).

SECOND LIEN DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT
Green Plains Inc. • May 7th, 2018 • Industrial organic chemicals • California

This deed of trust contains after-acquired property provisions and constitutes a fixture financing statement under the California Uniform Commercial Code.

EMPLOYMENT AGREEMENT
Employment Agreement • May 7th, 2018 • Green Plains Inc. • Industrial organic chemicals • Nebraska

This Employment Agreement (this “Agreement ”) is effective as of the Effective Date (as defined herein) and is entered into by and among Green Plains, Inc., an Iowa corporation (“GPRE”), its wholly owned subsidiaries SCI Ingredients Holdings, Inc., and its operating subsidiary Fleischmann’s Vinegar Company, Inc., each a Delaware corporation (such subsidiaries collectively, the “Company”), and Kenneth M. Simril, an individual (“Executive”) this 27th day of September, 2016.

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SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • May 7th, 2018 • Green Plains Inc. • Industrial organic chemicals

This Second Amendment to Fourth Amended and Restated Revolving Credit and Security Agreement (the “Amendment”) is made this 15th day of March, 2018 by and among Green Plains Trade Group LLC, a limited liability company formed under the laws of the State of Delaware (“GTRADE”), and each other Person joined as a Borrower from time to time (each a “Borrower”, and collectively “Borrowers”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).

PARTIAL RELEASE OF SECURITY INTEREST
Green Plains Inc. • May 7th, 2018 • Industrial organic chemicals

THIS PARTIAL RELEASE OF SECURITY INTEREST is made as of April 30, 2018 (the “Release”), by BNP PARIBAS, as collateral agent (in such capacity, the “Collateral Agent”).

FIRST LIEN DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT
Security Agreement and Fixture Filing Statement • May 7th, 2018 • Green Plains Inc. • Industrial organic chemicals

Location:2098 McDonald Road Municipality:Rives County:Obion State:Tennessee Parcel ID No.:113-018.01 Legal Description:See Exhibit A attached.

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • May 7th, 2018 • Green Plains Inc. • Industrial organic chemicals • Iowa

This Restricted Stock Agreement (the “Agreement”) is made this __ day of ______, 20__ to (the “Grantee”) and evidences the grant by Green Plains Inc., an Iowa corporation (the “Company”) of a Restricted Stock Award (the “Award”) to the Grantee on the date hereof (the “Date of Grant”) pursuant to the Company’s 2009 Equity Incentive Plan, as amended (the “Plan”). By accepting the Award, the Grantee agrees to be bound in accordance with the provisions of this Agreement and the Plan. Capitalized terms used but not defined herein shall have the same meaning as in the Plan.

SECOND LIEN DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT
Green Plains Inc. • May 7th, 2018 • Industrial organic chemicals

THIS SECOND LIEN DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT (this “Deed of Trust”) is made as of April 5, 2018 by and among Green Plains Wood River LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Grantor”), having an address at 1811 Aksarben Drive, Omaha, NE 68106, to Fidelity National Title Insurance Company (“Trustee”), having an address at 11600 College Boulevard, Suite 205, Overland Park, Kansas 66210, for the benefit of BNP PARIBAS (“BNPP”), as Pari Passu Agent (as hereinafter defined), having an address at 787 Seventh Avenue, New York, New York 10019 (BNPP, in such capacity, together with its successors and assigns, “Beneficiary”).

SECOND LIEN MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT
Security Agreement and Fixture Filing Statement • May 7th, 2018 • Green Plains Inc. • Industrial organic chemicals

THIS MORTGAGE CONTAINS AFTER-ACQUIRED PROPERTY AND CONSTITUTES A SECURITY INSTRUMENT AND IS A CONTINUOUSLY PERFECTED FIXTURE FILING WHEN FILED OF RECORD IN THE OFFICE OF THE RECORDER OF POSEY COUNTY, INDIANA, PURSUANT TO IND. CODE 26-1-9.1-502 AND 26-1-9.1-515, AND THE TERMS AND PROVISIONS HEREOF.

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